Compensation Committee

As we start the New Year, publicly traded corporations should begin reviewing their compensation plans/arrangements to ensure that compensation that is intended to qualify as performance-based compensation satisfies the...more

Preface -
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Nov. 14, 2014 (Mimesis Law) -- Tim Corcoran, president of the Legal Marketing Association and head of the Corcoran Consulting Group, talks with Lee Pacchia about some of the myths and bad practices he sees in law firm...more

The Coca-Cola Company announced yesterday that its compensation committee has adopted what it calls Equity Stewardship Guidelines for its new 2014 Equity Plan, which was approved by the stockholders at its April annual...more

Some months ago I blogged about an Eighth Circuit Court of Appeals decision involving high ranking executives participating in a company’s long term incentive plan where the executives won their suit under the plan, at least...more

CalPERS’ Global Principles of Accountability for Corporate Governance declare:
Compensation programs are one of the most powerful tools available to the company to attract, retain, and motivate key employees to...more

Certification Requirement -
Companies listed on the Nasdaq Stock Market must certify that they have complied with Nasdaq's listing standards regarding compensation committees by the earlier of 30 days after their 2014...more

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

The Nasdaq Stock Market recently amended its listing rules to loosen the test for compensation committee member independence. The old rule, which implements the SEC’s Rule 10C-1 under the Exchange Act, prohibited members from...more

With the recent increase in proxy litigation and the public focus on executive pay, it is very important that the minutes of the compensation committee of the board of directors be recorded properly. Following are some tips...more

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to amend its listing rules relating to compensation committee member independence. The...more

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

It has been nearly two months since the NYSE and Nasdaq listing standards became effective that require compensation committees to assess the independence of their consultants, legal counsel and other advisors. Arising out of...more

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

In a case of apparent first impression regarding the impact of the shareholder voting provisions of Internal Revenue Code I.R.C. § 162(m)on state corporate law, Judge Sue L. Robinson of the U.S. District Court for the...more

Compensation paid by a publicly traded company to its chief executive officer and its three other most highly compensated officers (other than its chief financial officer) is generally not deductible by the company to the...more

As we previously reported, earlier in 2013 the Securities and Exchange Commission (the “SEC”) approved certain new listing requirements for the NYSE and NASDAQ effective July 1, 2013. The new listing requirements implement...more